SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

M.A.G. Capital, LLC, et al. – ‘SC 13G/A’ on 2/13/08 re: Energy & Engine Technology Corp

On:  Wednesday, 2/13/08, at 5:11pm ET   ·   Accession #:  1144204-8-8625   ·   File #:  5-62057

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/13/08   ·   Next:  ‘SC 13G/A’ on 2/14/08   ·   Latest:  ‘SC 13G/A’ on 1/15/09

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/13/08  M.A.G. Capital, LLC               SC 13G/A               1:141K Energy & Engine Technology Corp   Vintage/FA
          David F. Firestone
          Mercator Momentum Fund III, L.P.
          Mercator Momentum Fund, L.P.
          Monarch Pointe Fund, Ltd.

Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership      HTML     84K

This is an HTML Document rendered as filed.  [ Alternative Formats ]


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT No. 4)
 
ENERGY & ENGINE TECHNOLOGY CORPORATION
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
29267D108
(CUSIP Number)
 
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
¨ Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall not be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 29267D108
  
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator Momentum Fund, L.P.
    
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
   
 
3.
SEC USE ONLY
     
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
15,053,300(1)
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
15,053,300(1)
        
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
15,053,300(1)
     
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
       
 
12.
TYPE OF REPORTING PERSON
PN
(1) Does not include all of the shares issuable upon conversion of the 7% Convertible Debentures owned by Mercator Momentum Fund, L.P. (“Mercator Momentum”). The terms of the 7% Convertible Debentures do not permit those shares to be converted if, following such conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Accordingly, this Schedule only includes the number of shares that could be acquired without exceeding the foregoing 9.99% limit.
 
2 of 10

CUSIP NO. 29267D108
   
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator Momentum Fund III, L.P.
  
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
  
 
3.
SEC USE ONLY
   
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
15,053,300(1)
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
15,053,300(1)
    
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
15,053,300(1)
      
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
    
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
 
 
12.
TYPE OF REPORTING PERSON
PN
(1) Does not include all of the shares issuable upon conversion of the 7% Convertible Debentures owned by Mercator Momentum Fund III, L.P. (“Mercator Momentum III”). The terms of the 7% Convertible Debentures do not permit those shares to be converted if, following such conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Accordingly, this Schedule only includes the number of shares that could be acquired without exceeding the foregoing 9.99% limit.
 
3 of 10

CUSIP NO. 29267D108
        
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch Pointe Fund, Ltd.
       
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
 
 
3.
SEC USE ONLY
        
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
15,053,300(1)
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
15,053,300(1)
         
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
15,053,300(1)
       
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
      
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
      
 
12.
TYPE OF REPORTING PERSON
CO
(1) Does not include all of the shares issuable upon conversion of 7% Convertible Debentures owned by Monarche Pointe Fund, Ltd. (“MPF”). The terms of the 7% Convertible Debentures do not permit those shares to be converted if, following such conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Accordingly, this Schedule only includes the number of shares that could be acquired without exceeding the foregoing 9.99% limit.

4 of 10

CUSIP NO. 29267D108
           
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.G. Capital, LLC
           
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
o
   
(b)
x
 
3.
SEC USE ONLY
       
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
15,053,300(1)
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
15,053,300(1)
      
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
15,053,300(1)
    
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
  
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
  
 
12.
TYPE OF REPORTING PERSON
IA
(1) Does not include all of the shares issuable upon conversion of the 7% Convertible Debentures. The terms of the 7% Convertible Debentures do not permit those shares to be exercised or converted if, following such conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Accordingly, this Schedule only includes the number of shares that could be acquired without exceeding the foregoing 9.99% limit.
  
5 of 10
 
CUSIP NO. 29267D108
    
 
1.
NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David F. Firestone
   
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
[ ]
   
(b)
[X]
   
 
3.
SEC USE ONLY
  
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
    
5.
SOLE VOTING POWER
0
 
6.
SHARED VOTING POWER
15,053,300(1)
 
7.
SOLE DISPOSITIVE POWER
0
 
8.
SHARED DISPOSITIVE POWER
15,053,300(1)
     
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
15,053,300(1)
      
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
     
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
       
 
12.
TYPE OF REPORTING PERSON
IN
(1) Does not include all of the shares issuable upon conversion of the 7% Convertible Debentures. The terms of the 7% Convertible Debentures do not permit those shares to be converted if, following such conversion, any of Mercator Momentum, Mercator Momentum III, MPF or MAG would beneficially own more than 9.99% of the Issuer’s outstanding common stock. Accordingly, this Schedule only includes the number of shares that could be acquired without exceeding the foregoing 9.99% limit.
 
6 of 10

This statement is hereby amended and restated in its entirety as follows:
 
Item 1(a). Name of Issuer.
 
The name of the issuer is Energy & Engine Technology Corporation (the “Issuer”).
 
Item 1(b). Address of Issuer’s Principal Executive Offices.
 
The address of the Issuer’s principal executive office is 5308 West Plano Parkway, Plano, Texas 75093.
 
Item 2(a). Name of Person Filing.
 
Mercator Momentum Fund, L.P. (“Momentum Fund”)
 
Mercator Momentum Fund III, L.P. (“Momentum Fund III,” together with Momentum Fund, the “Funds”)
 
M.A.G. Capital, LLC (“MAG”)
 
David F. Firestone (“Firestone”)
 
Monarch Pointe Fund, Ltd. (“MPF”)
 
This statement relates to the securities directly owned by each of the Funds, MAG, Firestone and MPF. MAG is the general partner of the Funds and controls the investments of MPF. Firestone is the Managing Member of MAG. As a result of their control over the Funds and MPF, Firestone and MAG are deemed to beneficially own the securities of the Funds and MPF. The Funds, MPF, MAG and David F. Firestone are referred to herein as the “Reporting Persons.”
 
Item 2(b). Address of Principal Business Office, or, if None, Residence.
 
The business address of the Funds, MAG and Firestone is 555 S. Flower Street, Suite 4200, Los Angeles, CA 90071. The business address of MPF is c/o Bank of Ireland Securities Services, Ltd., New Century House, International Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland.
 
Item 2(c). Citizenship.
 
Each of the Funds is a California limited partnership. MAG, their general partner, is a California limited liability company. Firestone is a U.S. Citizen. MPF is a corporation organized under the laws of the British Virgin Islands.
 
Item 2(d). Title of Class of Securities.
 
The title of the class of securities to which this statement relates is the common stock of the Issuer, par value $0.001 per share (the “Common Stock”).
 
Item 2(e). CUSIP No.
 
The CUSIP number is 29267D108.
 
7 of 10
 
Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:
 
(a)
[ ]
 Broker or dealer registered under Section 15 of the Act
(b)
[ ]
 Bank as defined in Section 3(a)(6) of the Act
(c) 
[ ] 
 Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
 Investment Company registered under Section 8 of the Investment Company Act of 1940
(e)
[ ]
 Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
(f)
[ ]
Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
(g)  [ ]  Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h)  [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).

Item 4.
Ownership.
 
As of December 31, 2007, Momentum Fund III and MPF directly owned the following securities of the Issuer:
 
Momentum Fund owned 7% Convertible Debentures (“Debentures”) with a principal balance of $159,000.
 
Momentum Fund III owned Debentures with a principal balance of $102,000.
 
MPF owned Debentures with a principal balance of $188,000.
 
Neither MAG nor David F. Firestone directly owned any securities of the Issuer.
 
The Debentures are convertible into Common Stock. Each Debenture is convertible into the number of shares of Common Stock determined by dividing the principal balance of the Debenture by the Conversion
Price at the time of conversion. The Conversion Price is $0.00085, adjusted for stock splits and similar events. The documentation governing the terms of the Debentures contains provisions prohibiting any exercise of the warrants or conversion of Debentures that would result in the Reporting Persons owning beneficially more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. The Reporting Persons have never had beneficial ownership of more than 9.99% of the outstanding shares of Common Stock.

As of December 31, 2007, the aggregate number and percentage of class of securities identified pursuant to Item 4 beneficially owned by each person identified in Item 2(a) may be found in rows 9 and 11 of the cover pages. The percentages were based on the assumption that the Issuer had 135,630,972 shares of Common Stock outstanding as of December 31, 2007, which is the number reported by the Issuer as outstanding in its most recent Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
If this Schedule is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not Applicable.
 
8 of 10
 
Item 8.
Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10.
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 13, 2008     Dated: February 13, 2008
       
MERCATOR MOMENTUM FUND, L.P.     MERCATOR MOMENTUM FUND III, L.P.
       
By: M.A.G. CAPITAL, LLC, its general partner     By: M.A.G. CAPITAL, LLC, its general partner
       
By: /s/David Firestone
    
By:  /s/ David Firestone
David Firestone, Managing Partner
    
David Firestone, Managing Partner
 
 
Dated: February 13, 2008     Dated: February 13, 2008
       
MONARCH POINTE FUND, LTD.     M.A.G. CAPITAL, LLC
       
By: M.A.G. CAPITAL, LLC, its investment advisor     By:  /s/ David Firestone
     
David Firestone, Managing Partner
By: /s/David Firestone
      
David Firestone, Managing Partner
      
       
       
       
Dated: February 13, 2008      
       
/s/ David F. Firestone       
David F. Firestone
    
 
 
9 of 10

EXHIBIT A
 
AGREEMENT OF JOINT FILING
 
The undersigned hereby agree that the statement on Schedule 13G filed herewith (and any amendments thereto), is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
 
Dated: February 13, 2008
 
     
 
MERCATOR MOMENTUM FUND, L.P.
 
 		  
 		  
 
  By:   M.A.G. CAPITAL, LLC,
    its general partner
     
    By:  /s/ David Firestone
   
David Firestone, Managing Partner
     
     
  MERCATOR MOMENTUM FUND III, L.P.
   
  By:  M.A.G. CAPITAL, LLC,
    its general partner
     
    By:  /s/ David Firestone
   
David Firestone, Managing Partner
     
     
  MONARCH POINTE FUND, LTD.
     
  By:  M.A.G. CAPITAL, LLC, its general partner
     
    By:  /s/ David Firestone
   
David Firestone, Managing Partner
     
     
 
M.A.G. CAPITAL, LLC
     
  By: /s/ David Firestone
   
David Firestone, Managing Partner
     
  /s/ David F. Firestone
 
David F. Firestone

10 of 10

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:2/13/08SC 13G/A
12/31/07
9/30/0510QSB
 List all Filings 
↑Top
Filing Submission 0001144204-08-008625   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Sun., May 12, 11:16:18.1am ET